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EXHIBIT 8
MITSUBISHI GLOBAL CUSTODY
CUSTODIAN AGREEMENT
(FOREIGN AND DOMESTIC SECURITIES)
This Custodian Agreement is made by and between THE COVENTRY GROUP
("Principal") and THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION ("Custodian").
Principal desires that Custodian hold and administer on behalf of Principal
certain Securities (as herein defined). Custodian is willing to do so on the
terms and conditions set forth in this Agreement. Accordingly, Principal and
Custodian agree as follows:
1. Definitions. Certain terms used in this Agreement are defined as
follows:
(a) "Account" means, collectively, each custodianship account maintained
by Custodian pursuant to Paragraph 3 of this Agreement.
(b) "Eligible Foreign Securities Depository", ("Depository") shall mean
a securities depository or clearing agency incorporated or organized under the
laws of a country other than the United States which operates (i) the central
system for handling securities or equivalent book-entries in that country, or
(ii) a transnational system for the central handling of securities or equivalent
book-entries.
(c) "Investment Manager" means an investment advisor or manager
identified by Principal in a written notice to Custodian as having the authority
to direct Custodian regarding the management, acquisition, or disposition of
Securities.
(d) "Securities" means domestic or foreign securities or both within the
meaning of Section 2(a)(36) of the Investment Company Act of 1940 ("1940 Act")
and regulations issued by the U.S. Securities and Exchange Commission ("SEC")
under Section 17(f) of the 1940 Act, 17 C.F.R. 270.17f-5(c)(1), as amended,
which are held by Custodian in the Account, and shall include cash of any
currency or other property of Principal and all income and proceeds of sale of
such securities or other property of Principal.
(e) "Eligible Foreign Custodian", ("Sub-Custodian") shall mean (i) a
banking institution or trust company incorporated or organized under the laws of
a country other than the United States that is regulated as such by that
country's government or an agency thereof and that has shareholders' equity in
excess of $200 million in U.S. currency (or a foreign currency equivalent
thereof), (ii) a majority owned direct or indirect subsidiary of a qualified
U.S. bank or bank holding company that is incorporated or organized under the
laws of a country other than the United States and that has shareholders' equity
in excess of $100 million in U.S. currency (or a foreign currency equivalent
thereof), (iii) a banking institution or trust company incorporated or organized
under the laws of a country other than the United States or a majority owned
direct or indirect subsidiary of a qualified U.S. bank as defined in Rule 17f-5
or bank holding company that is incorporated or organized under the laws of a
country other than the United States which has such other qualifications as
shall be specified in Instructions and approved by the Bank; or (iv) any other
entity that shall have been so qualified by exemptive order, rule or other
appropriate action of the SEC. Custodian shall evaluate and determine at least
annually the continued eligibility of each Sub-Custodian as described in
Paragraph 5(d) of this Agreement.
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2. Representations
(a) Principal represents that with respect to any Account
established by Principal to hold Securities, Principal is authorized to enter
into this Agreement and to retain Custodian on the terms and conditions and for
the purposes described herein.
(b) Custodian represents that (i) it is organized under the
laws of the United States and has its principal place of business in the United
States, (ii) it is a bank within the meaning of Section 202(a)(2) of the
Investment Advisers Act of 1940 and Section 2(a)(5) of the Investment Company
Act of 1940, as amended, and (iii) it has equity capital in excess of $1
million.
3. Establishment of Accounts. Principal hereby establishes with
Custodian, and may in the future establish, one or more Accounts in Principal's
name. The Account shall consist of Securities delivered to and receipted for by
Custodian or by any Sub-Custodian. Custodian, in its sole discretion, may
reasonably refuse to accept any property now or hereafter delivered to it for
inclusion in the Account. Principal shall be notified promptly of such refusal
and any such property shall be immediately returned to Principal.
4. Custody. Subject to the terms of this Agreement, Custodian
shall be responsible for the safekeeping and custody of the Securities.
Custodian may (i) retain possession of all or any portion of the Securities in a
foreign branch or other office of Custodian, or (ii) retain, in accordance with
Paragraph 5 of this Agreement, one or more Sub-Custodians to hold all or any
portion of the Securities. Custodian and any Sub-Custodian may, in accordance
with Paragraph 5 of this Agreement, deposit definitive or book-entry Securities
with one or more Depositories.
(a) If Custodian retains possession of Securities,
Custodian shall ensure the Securities are at all times properly identified as
being held for the appropriate Account. Custodian shall segregate physically
the Securities from other securities or property held by Custodian. Custodian
shall not be required to segregate physically the Securities from other
securities or property held by Custodian for third parties as Custodian, but
Custodian shall maintain adequate records showing the true ownership of the
Securities.
(b) If Custodian deposits Securities with a Sub-Custodian,
Custodian shall maintain adequate records showing the identity and location of
the Sub-Custodian, the Securities held by the Sub-Custodian, and each Account to
which such Securities belong.
(c) If Custodian or any Sub-Custodian deposits Securities
with a Depository, Custodian shall maintain, or shall cause the Sub-Custodian
to maintain, adequate records showing the identity and location of the
Depository, the Securities held by the Depository, and each Account to which
such Securities belong.
(d) If Principal directs Custodian to deliver certificates
or other physical evidence of ownership of Securities to any broker or other
party, other than a Sub-Custodian or Depository employed by Custodian for
purposes of maintaining the Account, Custodian's sole responsibility shall be to
exercise care and diligence in effecting the delivery as instructed by
Principal. Upon completion of the delivery, Custodian shall be discharged
completely of any further liability or responsibility with respect to the
safekeeping and custody of Securities so delivered.
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(e) Custodian shall ensure that (i) the Securities will not
be subject to any right, charge, security interest, lien, or claim of any kind
in favor of Custodian or any Sub-Custodian or Depository except for Custodian's
expenses relating to the Securities' safe custody or administration, and (ii)
the beneficial ownership of the Securities will be freely transferable without
the payment of money or value other than for safe custody or administration.
(f) Principal or its authorized representatives shall have
reasonable access to inspect books and records maintained by Custodian or any
Sub-Custodian or Depository holding Securities hereunder to verify the accuracy
of such books and records. Custodian shall notify Principal promptly of any
applicable law or regulation in any country where Securities are held that would
restrict such access or inspection.
5. Sub-Custodians and Depositories. With Principal's advance written
approval, as provided in Paragraph 5(c) of this Agreement, Custodian may from
time to time retain one or more Sub-Custodians and Depositories to hold
Securities hereunder.
(a) Custodian shall exercise reasonable care in the selection
of Sub-Custodians and Depositories. In making its selection, Custodian shall
consider (i) the Sub-Custodian's or Depository's financial strength, general
reputation and standing in the country in which it is located, its ability to
provide efficiently the custodial services required, and the relative cost of
such services, (ii) whether the Sub-Custodian or Depository would provide a
level of safeguards for safekeeping and custody of Securities not materially
different from those prevailing in the U.S., (iii) whether the Sub-Custodian or
Depository has branch offices in the U.S. in order to facilitate jurisdiction
over and enforcement of judgments against it, and (iv) in the case of a
Depository, the number of its participants and its operating history.
(b) Custodian shall give written notice to Principal of its
intention to deposit Securities with a Sub-Custodian or (directly or through a
Sub-Custodian) with a Depository. The notice shall identify the proposed
Sub-Custodian or Depository and shall include reasonably available information
relied on by Custodian in making the selection.
(c) Within 30 days of its receipt of a notice from Custodian
pursuant to Paragraph 5(b) of this Agreement regarding Custodian's proposed
selection of one or more Sub-Custodians or Depositories, Principal shall give
written notice to Custodian of Principal's approval or disapproval of the
proposed selection. If Principal has not responded within 30 days of receipt of
Custodian's request for approval of a Sub-Custody, Principal will be deemed to
have approved such Sub-Custody. Principal hereby approves Custodian's retention
of those Sub-Custodians and Depositories, if any, which are identified in
Appendix A of this Agreement.
(d) Custodian shall evaluate and determine at least annually
the continued eligibility of each Sub-Custodian and Depository approved by
Principal to act as such hereunder. In discharging this responsibility,
Custodian shall (i) monitor continuously the day to day services and reports
provided by each Sub-Custodian or Depository, (ii) at least annually, obtain and
review the annual financial report published by such Sub-Custodian or Depository
and any reports on such Sub-Custodian or Depository prepared by a reputable
independent analyst, (iii) at least triennially, physically inspect the
operations of such Sub-Custodian or Depository and (iv) Custodian shall provide
Principal with a report of its annual review of each Sub-Custodian and
Depository.
(e) If Custodian determines that any Sub-Custodian or
Depository no longer satisfies the applicable requirements described in
Paragraph 1(b) (in the case of a Depository) or Paragraph 1(e) (in the case of a
Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified
to
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perform the functions contemplated herein, Custodian shall promptly give written
notice thereof to Principal. The notice shall, in addition, either (i) indicate
Custodian's intention to transfer Securities held by the removed Sub-Custodian
or Depository to another Sub-Custodian or Depository previously approved by
Principal, or (ii) include a notice pursuant to Paragraph 5(b) of this Agreement
of Custodian's intention to deposit Securities with a new Sub-Custodian or
Depository.
6. Registration. Subject to any specific instructions from
Principal, Custodian shall hold or cause to be held all Securities in the name
of Custodian, or any Sub-Custodian or Depository approved by Principal pursuant
to Paragraph 5 of this Agreement, or in the name of a nominee of any of them, as
Custodian shall determine to be appropriate under the circumstances.
7. Transactions. Principal or any Investment Manager from time to
time may instruct Custodian (which in turn shall be responsible for giving
appropriate instructions to any Sub-Custodian or Depository) regarding the
purchase or sale of Securities in accordance with this Paragraph 7:
(a) Custodian shall effect and account for each Securities and
currency sale on the date such transaction actually settles; provided, however,
that Principal may in its sole discretion direct Custodian, in such manner as
shall be acceptable to Custodian, to account for Securities and currency
purchases and sales on contractual settlement date, regardless of whether
settlement of such transactions actually occurs on contractual settlement date.
Principal may, from time to time, direct Custodian to change the accounting
method employed by Custodian in a written notice delivered to Custodian at least
thirty (30) days prior to the date a change in accounting method shall become
effective.
(b) Custodian shall effect purchases by charging the Account
with the amount necessary to make the purchase and effecting payment to the
seller or broker for the securities or other property purchased. Custodian shall
have no liability of any kind to any person, including Principal, except in the
case of negligent or intentional tortious acts, or willful misconduct, if the
Custodian effects payment on behalf of Principal, and the seller or broker fails
to deliver the securities or other property purchased. Custodian shall exercise
such ordinary care and diligence as would be employed by a reasonably prudent
custodian and due diligence in examining and verifying the certificates or other
indicia of ownership of the property purchased before accepting them.
(c) Custodian shall effect sales by delivering certificates or
other indicia of ownership of the Property, and, as instructed, shall receive
cash for such sales. Custodian shall have no liability of any kind to any
person, including Principal, if Custodian exercises due diligence and delivers
such certificates or indicia of ownership and the purchaser or broker fails to
effect payment. If a purchase or sale is effected through a Depository,
Custodian shall exercise such ordinary care and diligence as would be employed
by a reasonably prudent custodian and due diligence in verifying proper
consummation of the transaction by the Depository.
(d) Principal or, where applicable, the Investment Manager, is
responsible for ensuring Custodian receives timely instructions and/or funds to
enable Custodian to effect settlement of any purchase or sale of Securities or
Currency Transactions. If Custodian does not receive such timely instructions or
funds, Custodian shall have no liability of any kind to any person, including
Principal, for failing to effect settlement. However, Custodian shall use
reasonable efforts to effect settlement as soon as possible after receipt of
appropriate instructions. Principal shall be liable for interest compensation
and/or principal amounts to Custodian and/or its counterparty for failure to
deliver instructions or funds in a timely manner to effect settlements of
foreign exchange funds movement.
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(e) At the direction of Principal or the
Investment Manager, as the case may be, Custodian shall convert currency in
the Account to other currencies through customary channels including, without
limitation, Custodian or any of its affiliates, as shall be necessary to
effect any transaction directed by Principal or the Investment Manager.
Principal or the Investment Manager, as the case may be, acknowledges that 1)
the foreign currency exchange department is a part of the Custodian or one of
its affiliates or subsidiaries, 2) the Account is not obligated to effect
foreign currency exchange with Custodian, 3) the Custodian will receive
benefits for such foreign currency transactions which are in addition to the
compensation which the Custodian receives for administering the Account, and
4) the Custodian will make available the relevant data so that Principal or
the Investment Manager, as the case may be, can determine that the foreign
currency exchange transactions are as favorable to the Account as terms
generally available in arm's length transactions between unrelated parties.
(f) Custodian shall have no responsibility to
manage or recommend investments of the Account or to initiate any purchase,
sale, or other investment transaction in the absence of instructions from
Principal, or where applicable, an Investment Manager.
8. Capital Changes: Income.
(a) Custodian may, without further instructions
from Principal or any Investment Manager, exchange temporary certificates and
may surrender and exchange Securities for other securities in connection with
any reorganization, recapitalization, or similar transaction in which the
owner of the Securities is not given an option. Custodian has no
responsibility to effect any such exchange unless it has received actual
notice of the event permitting or requiring such exchange at its office
designated in Paragraph 14 of this Agreement or at the office of its
designated agents.
(b) Custodian, or its designated agents, are
authorized, as Principal's agent, to surrender against payment maturing
obligations and obligations called for redemption, and to collect and receive
payments of interest and principal, dividends, warrants, and other things of
value in connection with Securities. Except as otherwise provided in Paragraph
15(d) of this Agreement, Custodian or its designated agents shall not be
obligated to enforce collection of any item by legal process or other means.
(c) Custodian or its designated agents are
authorized to sign for Principal all declarations, affidavits, certificates,
or other documents that may be required to collect or receive payments or
distributions with respect to Securities. Custodian or its designated agents
are authorized to disclose, without further consent of Principal, Principal's
identity to issuers of Securities, or the agents of such issuers, who may
request such disclosure.
9. Notices re Account Securities. Custodian shall notify
Principal or, where applicable, the Investment Manager, of any reorganization,
recapitalization, or similar transaction not covered by Paragraph 8, and any
subscription rights, proxies, and other shareholder information pertaining to
the Securities actual notice of which is received by Custodian at its office
designated in Paragraph 14 of this Agreement or at the offices of its
designated agents. Custodian's sole responsibility in this regard shall be to
give such notices to Principal or the Investment Manager, as the case may be,
within a reasonable time after Custodian receives them, and Custodian shall not
otherwise be responsible for the timeliness of such notices. Custodian has no
responsibility to respond or otherwise act with respect to any such notice
unless and until Custodian has received appropriate instructions from Principal
or the Investment Manager.
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10. Taxes. Custodian shall pay or cause to be paid from the
Account all taxes and levies in the nature of taxes imposed on the Account or
the Securities thereof by any country. Custodian will use its best efforts to
give the Investment Manager advance written notice of the imposition of such
taxes. However, Custodian shall use reasonable efforts to obtain refunds of
taxes withheld on Securities or the income thereof that are available under
applicable tax laws, treaties, and regulations.
11. Cash. The Principal may from time to time, direct
Custodian to hold Account cash in The HighMark Group of mutual funds or in any
investment company for which Custodian or its affiliates or subsidiaries, acts
as investment advisor, custodies the assets, or provides other services.
Principal shall designate the particular HighMark fund or such other
above-mentioned fund that Principal deems appropriate for the Account.
Principal or an Investment Manager, where applicable, acknowledges that
Custodian will receive fees for such services which will be in addition to
those fees charged by Custodian as agent for the Account.
12. Reports. Custodian shall give written reports to
Principal showing (i) each transaction involving Securities effected by or
reported to Custodian, (ii) the identity and location of Securities held by
Custodian as of the date of the report, (iii) any transfer of location of
Securities not otherwise reported, and (iv) such other information as shall be
agreed upon by Principal and Custodian. Unless otherwise agreed upon by
Principal and Custodian, Custodian shall provide the reports described in this
Paragraph 12 on a monthly basis.
13. Instructions from Principal.
(a) Principal shall certify or cause to be
certified to Custodian in writing the names and specimen signatures of all
persons authorized to give instructions, notices, or other communications on
behalf of Principal or any Investment Manager. Such certification shall
remain effective until Custodian receives notice to the contrary.
(b) Principal or authorized Investment Manager,
as the case may be, may give instruction, notice, or other communication
called for by this Agreement to Custodian in writing, or by telecopy, telex,
telegram, or other form of electronic communication acceptable to Custodian.
Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded. Principal or Investment
Manager may give and Custodian may accept oral instructions on an exception
basis; provided, however, that Principal or Investment Manager shall promptly
confirm any oral communications in writing or by telecopy or other means
permitted hereunder. Principal will hold Custodian harmless for the failure of
Principal or Investment Manager to send confirmation in writing, the failure
of such confirmation to conform to the telephone instructions received or the
Custodians's failure to produce such confirmation at any subsequent time. The
Custodian may electronically record any instruction given by telephone, and
any other telephone discussions with respect to the Custody Account.
(c) All such communications shall be deemed
effective upon receipt by Custodian at its address specified in Paragraph 14
of this Agreement, as amended from time to time. Custodian without liability
may rely upon and act in accordance with any instruction that Custodian using
ordinary care believes has been given by Principal or any Investment Manager.
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(d) Custodian may at any time request instructions from
Principal and may await such instructions without incurring liability. Custodian
has no obligation to act in the absence of such requested instructions, but may,
however, without liability take such action as it deems appropriate to carry out
the purposes of this Agreement.
14. Addresses: Until further notice from either party, all
communications called for under this Agreement shall be addressed as follows:
If to Principal:
Name:
-----------------------------------
Street Address:
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City, State, Zip:
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Attn:
-----------------------------------
Telephone:
------------------------------
Telecopier:
-----------------------------
Telex (Answerback):
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If to Custodian:
THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION
Mitsubishi Global Custody
Attn: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telex (Answerback): 215748/MBCTD UR
15. Custodian's Responsibilities and Liabilities
(a) Custodian's duties and responsibilities shall be limited to
those expressly set forth in this Agreement, or as otherwise agreed by Custodian
in writing. In carrying out its responsibilities, Custodian shall exercise no
less than the same degree of care and diligence it usually exercises with
respect to similar property of its own.
(b) Custodian (i) shall not be required to maintain any special
insurance for the benefit of Principal, and (ii) shall not be liable or
responsible for any loss of or damage to Securities resulting from any causes
beyond Custodian's reasonable control including, without limitations, acts of
God, war, government action, civil commotion, fire, earthquake, or other
casualty or disaster. However, Custodian shall use reasonable efforts to
replace Securities lost or damaged due to such causes with
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securities of the same class and issue with all rights and privileges
pertaining thereto. The Custodian shall be liable to the Principal for any loss
which shall occur as the result of the failure of a Sub-Custodian to exercise
reasonable care with respect to the safekeeping of assets to the same extent
that the Custodian would be liable to the Principal if the Custodian were
holding such securities and cash in their own premises. The Custodian shall be
liable to the Principal only to the extent of the Principal's direct damages,
to be determined based on the market value of the property which is subject to
loss and without reference to any special conditions or circumstances.
(c) The parties intend that Custodian shall not be considered a
fiduciary of the Account. Accordingly, Custodian shall have no power to make
decisions regarding any policy, interpretation, practice, or procedure with
respect to the Account, but shall perform the ministerial and administrative
functions described in this Agreement as provided herein and within the
framework of policies, interpretations, rules, practices, and procedures made
by Principal or an investment manager, where applicable, as the same shall be
reflected in instructions to Custodian from Principal or any Investment Manager.
(d) Custodian shall not be required to appear in or defend any
legal proceedings with respect to the Account or the Securities unless
Custodian has been indemnified to its reasonable satisfaction against loss and
expense (including reasonable attorneys' fees).
(e) With respect to legal proceedings referred to in paragraph
15(d) of this agreement, Custodian may consult with counsel acceptable to it
after written notification to Principal concerning its duties and
responsibilities under this Agreement, and shall not be liable for any action
taken or not taken in good faith on the advice of such counsel.
16. Indemnities.
(a) Principal hereby agrees to indemnify Custodian against all
liability, claims, demands, damages, losses, and costs, including reasonable
attorneys' fees and expenses of legal proceedings, resulting from Custodian's
compliance with instructions from Principal or any Investment Manager and the
terms of this Agreement, except where Custodian has acted with negligence or
willful misconduct.
(b) Custodian's right to indemnity under Paragraph 16(a) of
this Agreement shall survive the termination of this Agreement.
17. Compensation; Expenses. Principal shall reimburse Custodian for all
reasonable out-of-pocket expenses and processing costs incurred by Custodian in
the administration of the Account including, without limitation, reasonable
counsel fees incurred by Custodian pursuant to Paragraph 15(e) of this
Agreement. Principal also shall pay Custodian reasonable compensation for its
services hereunder as specified in Appendix B. Custodian shall be entitled to
withdraw such expenses or compensation from the Account if Principal fails to
pay the same to Custodian within 45 days after Custodian has sent an
appropriate billing to Principal; provided, however, that Custodian will give
Principal ten (10) days prior written notice before withdrawing such funds.
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18. Amendment: Termination. This Agreement may be amended at any
time by a written instrument signed by the parties. Either party may terminate
this Agreement and the Account upon 60 days' written notice to the other unless
the parties agree on a different time period. Upon such termination, Custodian
shall deliver or cause to be delivered the Securities, less any amounts due and
owing to Custodian under this Agreement, to a successor custodian designated by
Principal or, if a successor custodian has not accepted an appointment by the
effective date of termination of the Account, to Principal. Upon completion of
such delivery Custodian shall be discharged of any further liability or
responsibility with respect to the Securities so delivered.
19. Successors. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors in interest. Without
consent of the parties, this agreement cannot be assigned to any third party.
20. Governing Law. The validity, construction, and administration of
this Agreement shall be governed by the applicable laws of the United States
from time to time in force and effect and, to the extent not preempted by such
laws of the United States, by the laws of the State of California from time to
time in force and effect.
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Appendix A
MITSUBISHI GLOBAL CUSTODY SUB-CUSTODIAN NETWORK SUMMARY
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Credit Ratings
Last Reported ------------------------------------
Market Sub-Custodian Equity ($mill) IBCA ▇▇▇▇▇'▇ S&P
------ ------------- -------------- ---- ------- ---
Argentina Citibank $11,067 AA- A1 A+
Australia National Australia Bank $5,830 AA Aa3 AA
Austria Creditansalt-Bankverein $1,791 A+ ▇▇▇ ▇-▇
▇▇▇▇▇▇▇ Kredietbank $2,381 AA Aa2 A+
(1)Brazil Citibank $11.=,067 AA- A1 A+
Canada Royal Bank of Canada $6,066 AA- Aa2 AA-
Chile Citibank $11,067 AA- A1 A+
(1)China/Shenzen Standard Chartered Bank $1,982 A A2 -NR-
Denmark Den Danske Bank $2,960 AA- Aa3 A
Euro-CDs First National Bank of Chicago $4,264 A+ A1 A+
Finland Union Bank of Finland $1,354 A- A3 BBB
France Banque Indosuez $2,655 AA- A1 A+
Germany Dresdner Bank $7,077 AA+ Aaa A-1+
Hong Kong Hong Kong & Shanghai Bank $7,827 AA- A3 A-1
(1)India Standard Chartered Bank $1,982 A A2 -NR-
Indonesia Standard Chartered Bank $1,982 A A2 -NR-
Ireland Allied Irish Banks $1,784 A+ A1 A
Italy Banca Commerciale Italiana $3,631 AA- A1 A
Japan Mitsubishi Bank Limited $15,398 AA Aa3 AA-
(1)Korea (Rep. of) Standard Chartered Bank $1,982 A A2 -NR-
Malaysia Malayan Banking Berhad $1,330 A(2) -NR- -NR-
Mexico Citibank $11,067 AA- A1 A+
Netherlands MeesPierson N.V. $1,019 A1 -NR- -NR-
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(1) Market restrictions require investor registration prior to trading. Please
see your Relationship Manager for further details.
(2) Rated by Thomson BankWatch-Asia.
11
Appendix A
MITSUBISHI GLOBAL CUSTODY SUB-CUSTODIAN NETWORK SUMMARY
--------------------------------------------------------------------------------
Credit Ratings
Last Reported -------------------------------------
Market Sub-Custodian Equity ($mill) IBCA ▇▇▇▇▇'▇ S&P
------ ------------- -------------- ---- ------- ---
New Zealand National Australia Bank $5,830 AA Aa3 AA
Norway Christiania Bank $715 A ▇▇ ▇-▇
▇▇▇▇▇▇▇▇▇▇▇ Standard Chartered Bank $1,982 A A2 -NR-
Portugal Banco ▇▇▇▇▇ & Acores $790 A ▇▇ ▇-
▇▇▇▇▇▇▇▇▇ DBS Bank $2,860 AA(2) -NR- -NR-
Spain Banco Bilbao Vizcaya $5,211 AA Aa2 AA-
Sweden Svenska Handelsbanken $2,528 AA- A1 A
Switzerland Union Bank of Switzerland $14,076 AAA Aaa AAA
(1)Taiwan Standard Chartered Bank $1,982 A A2 -NR-
Thailand Hong Kong & Shanghai Bank $7,827 AA- A3 A-1
U.K. Midland Bank $4,214 AA- Aa3 A
(1)Venezuala Citibank $11,067 AA- A1 A+
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(1) Market restrictions require investor registration prior to trading. Please
see your Relationship Manager for further details.
(2) Rated by Thomson Ban Watch-Asia.
12
Exhibit B1
ERNST WORLD FUNDS
Global Resource Fund
CONFIDENTIAL
CUSTODY FEES
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TRANSACTION
FEES .015% .02% .035% .05% .10% .15% .20% .30% .40%
------------ ----- ---- ----- ---- ---- ---- ---- ---- ----
$15 United States
$25 Japan South Africa
$35 Canada CEDEL Singapore
Eurobonds
Euroclear
$50 Britain Australia Netherlands China*
Austria
Korea
Mexico
$75 Belgium Finland New Zealand
France Ireland Sri Lanka
Germany Sweden
Norway
Switzerland
$100 Denmark Hong Kong Indonesia Isreal Argentina
Italy Malaysia Portugal Brazil
Thailand
$125 Philippines Taiwan
Spain
$200 India**
Pakistan**
MITSUBISHI GLOBAL CUSTODY
A Division of
The Bank of California, N.A.
Federal Reserve Wires $10.00 Foreign (Third Party Wires $35.00)
*China, Out-of-pocket Stamp Duties
**India/Pakistan $300.00 Monthly Subaccount Fee, $35.00
Corporate Actions Fee, Out-of-pocket Stamp Duties
13
EXHIBIT B2
ERNST WORLD FUNDS
Asia Fund
CONFIDENTIAL
-------------------------------------------------------------------------------
15% 40%
-------------------------------------------------------------------------------
Australia Argentina
Austria Brazil
Belgium China*
Britain India**
Canada ▇▇▇▇▇▇
▇▇▇▇▇ Pakistan**
Denmark
Eurobonds
Euroclear
Finland
France
Germany
Hong Kong
Indonesia
Ireland
Italy
Japan
Korea
Malaysia
Mexico
Netherlands
New Zealand
Norway
Philippines
Portugal
Singapore
South Africa
Spain
Sri Lanka
Sweden
Switzerland
Taiwan
Thailand
United States
--------------------------------------------------------------------------------
MITSUBISHI GLOBAL CUSTODY Federal Reserve Wires $10.00
A DIVISION OF Foreign (Third Party Wires $35.00)
THE BANK OF CALIFORNIA, N.A. *China, Out-of-pocket Stamp Duties
**India/Pakistan $300.00 Monthly Subaccount Fee,
$35.00 Corporate Actions Fee, Out-of-pocket Stamp Duties
14
July 11, 1995 VIA FEDERAL EXPRESS
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Manager, Client Services
The Winsbury Company
BISYS Investment Services Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
RE: ERNST WORLD FUNDS; WIRE FEES
Dear ▇▇▇▇▇,
I would like to confirm our conversations regarding the charges referenced
above.
DOMESTIC (US) FED WIRES @ $10.00 EA.
FOREIGN OR "THIRD-PARTY" WIRES @ $35.00 EA.
As always, should you or ▇▇▇▇ have any questions or comments, please do not
hesitate to contact me.
Personal Regards,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
15
Appendix C1
21. Effective Date. This Agreement shall be effective as of the date
appearing below, and shall supersede any prior or existing agreements between
the parties pertaining to the subject matter hereof.
ERNST WORLD FUNDS
GLOBAL RESOURCE FUND
Date: August 21, 1995
---------------------------------------------
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
Authorized Signature
"Principal"
The Bank of California, National Association
By: /s/ ▇. ▇▇▇▇▇▇
--------------------------------------------
Title: Vice President
--------------------------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Title: Vice President
--------------------------------------------
"Custodian"
16
Appendix C2
21. Effective Date. This Agreement shall be effective as of the date
appearing below, and shall supersede any prior or existing agreements between
the parties pertaining to the subject matter hereof.
ERNST WORLD FUNDS
ASIAN FUND
Date: August 21, 1995
---------------------------------------------
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
By:
---------------------------------------------
Authorized Signature
"Principal"
The Bank of California, National Association
By: /s/ ▇. ▇▇▇▇▇▇
--------------------------------------------
Title: Vice President
--------------------------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Title: Vice President
--------------------------------------------
"Custodian"